Ranjit Chadha
ICF InternationalAbout Ranjit Chadha
Ranjit S. Chadha is ICF’s Vice President, Corporate Controller (since January 2023) and Principal Accounting Officer (since April 2023), after joining as Interim Controller in October 2022. He previously served as Chief Accounting Officer at Dentsply Sirona (2020–2022), SVP Corporate FP&A and Corporate Controller at Leidos (2016–2020), held roles at Computer Sciences/ DXC (2009–2015), and began his career at PwC; he holds a B.Sc. in Mathematics/Physics/Chemistry from St. Stephen’s College (Delhi), is a U.S. CPA, and a Chartered Accountant (India); age 53 as of Dec 31, 2024 . Company context for performance alignment: in 2024, ICF revenue grew 2.9% to $2.02B, net income rose 33% to $110.2M, and Non‑GAAP diluted EPS reached $7.45; cumulative TSR based on a $100 investment (12/31/2019 base) was $133.84 in 2024 versus $184.99 for the peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dentsply Sirona (NASDAQ: XRAY) | Chief Accounting Officer | 2020–2022 | Led external reporting and controls at a global dental equipment manufacturer |
| Leidos (NYSE: LDOS) | SVP, Corporate FP&A; Corporate Controller | 2016–2020 | Drove planning, forecasting, and controllership at a Fortune 500 A&D services firm |
| Computer Sciences/ DXC | Various finance roles | 2009–2015 | Built enterprise finance and reporting capabilities pre/post separation |
| PricewaterhouseCoopers | Audit/Assurance | Early career | Foundation in audit, reporting, and controls |
External Roles
No public company directorships or external board positions disclosed for Mr. Chadha .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $350,000 (at appointment as PAO; effective April 1, 2023) |
| Target annual bonus | 40% of base salary (Annual Incentive Plan) |
| Target long‑term incentive (equity) | 40% of base salary (granted under ICF’s Omnibus Incentive Plan) |
| Perquisites | Company states “no material perquisites” for NEOs; overarching program guided by best‑practice governance |
Notes: Mr. Chadha is not a named executive officer (NEO) in the 2025 proxy; NEO bonus outcomes are disclosed, but his specific annual bonus payouts are not .
Performance Compensation
ICF aligns variable pay with multi‑year value creation via short‑ and long‑term incentives:
- Annual Incentive Plan (AIP) – 80/20 split of financial vs. individual performance (framework shown for NEOs; similar program design governs executives) .
- 2024 AIP financial metrics and weights (Corporate): Adjusted EPS (50%); Company Gross Revenue (30%); straight‑line interpolation between threshold and maximum .
- Long‑Term Incentives (LTIs): mix of RSUs (time‑based) and PSAs (performance‑based) with three‑year vesting horizon; PSAs tied to a two‑year PSA Adjusted EPS target with a three‑year relative TSR (rTSR) modifier; PSAs vest only after the three‑year period .
| Metric (Incentive) | Weighting/Structure | Targeting/Calibration | Vesting / Payout |
|---|---|---|---|
| Adjusted EPS (AIP) | 50% (corporate) | Threshold 85%, Target 100%, Max 200% payout | Cash bonus for performance year |
| Company Gross Revenue (AIP) | 30% (corporate) | Threshold 80% (40% payout) to 125% (125% payout) | Cash bonus for performance year |
| Individual Goals (AIP) | 20% | Capped at 100% of target | Cash bonus for performance year |
| RSUs (LTI) | 50% of target grant value | Annual grant sizing via 20‑day avg price | 3‑year back‑loaded: 25%/25%/50% at each anniversary |
| PSAs (LTI) | 50% of target grant value | Initial 2‑yr PSA Adjusted EPS + 3‑yr rTSR modifier | Eligible to vest only after 3‑yr period, per metrics |
Notes: 2024 company AIP goals: Adjusted EPS target $6.31 (actual $7.12); revenue target $2,065.0M (actual $2,019.8M). Financial factor outcomes for NEOs were ~120.8% of target; individual factor up to caps—Mr. Chadha’s personal payout not disclosed .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership | Not individually disclosed for Mr. Chadha in 2025 proxy (directors/NEOs listed; group total: 271,866 shares for 13 persons) . |
| Options | ICF had no stock options outstanding as of 12/31/2024 (all awards are RSUs/PSAs) . |
| Ownership guidelines | Executive Stock Ownership Policy: CEO 5x salary; other NEOs 2x; other designated executives 1x; unvested RSUs count; 5‑year compliance window . |
| Hedging/pledging | Prohibited for directors, Section 16 officers (includes PAO), and designated officers; short sales/derivatives banned; margin accounts prohibited; no legacy pledges reported for directors . |
| Clawbacks | Nasdaq‑compliant compensation recovery policy covering cash and equity; recovery can extend to time‑based equity awards . |
Implication: As PAO (a Section 16 officer), Mr. Chadha is subject to hedging/pledging restrictions and clawbacks, strengthening alignment and reducing forced‑sale/pledge risks .
Employment Terms
| Term | Key Provisions |
|---|---|
| Appointment & role | VP, Corporate Controller since Jan 2023; Principal Accounting Officer since Apr 2023 . |
| Employment agreement | No new or amended employment agreement at appointment; compensation program set as above . |
| Severance (letter agreement) | Mr. Chadha has a severance letter agreement “consistent with” the Company’s standard form used for NEOs (double‑trigger CoC); see Company program terms below . |
| Company severance program (standard for execs) | If involuntarily terminated without Cause outside CoC: 12 months’ salary; target bonus plus prorated target; COBRA premium share equals active‑employee rate during severance period; outplacement; equity per award terms (PSAs prorated to end‑period; RSUs per plan) . |
| Change of Control | Double‑trigger within 12 months (24 months for CEO): severance multiple of salary+bonus per agreements; welfare benefits continuation; equity acceleration or performance‑based treatment per plan; payments structured to avoid 280G excise tax (cutback if needed) . |
| Death/Disability | RSUs vest immediately; PSAs vest per target EPS and actual rTSR to date of event . |
| Clawbacks/Policies | Compensation recovery policy; insider trading policy; hedging/pledging bans . |
Investment Implications
- Pay-for-performance alignment appears strong: Mr. Chadha’s variable pay opportunity (40% AIP + 40% LTI) is tied to company‑level Adjusted EPS, revenue, and multi‑year rTSR via PSAs; time‑based RSUs vest 25/25/50 over three years, promoting retention and aligning with multi‑year delivery .
- Selling pressure/vesting calendar: ICF’s annual equity grants in 2024 used a March 20 grant date with RSU vesting on the first, second, and third anniversaries (25%, 25%, 50%); while Mr. Chadha’s individual grant dates/amounts are not disclosed, the standard cadence suggests potential concentration of executive vesting activity in March windows, a typical liquidity overhang to monitor .
- Risk controls are robust: comprehensive clawback policy (cash and equity), strict hedging/pledging bans for Section 16 officers, and stock ownership guidelines (1x–5x salary depending on level) reduce governance and misalignment risks; no options outstanding minimizes repricing risk .
- Retention/transition context: With CFO retirement and leadership transitions slated for early 2026, the PAO role (Mr. Chadha) is pivotal to continuity in reporting/controls; his severance letter with double‑trigger CoC provisions supports retention and orderly transitions .
Say‑on‑pay and governance backdrop: 98% approval on 2024 say‑on‑pay, no material perquisites, majority of NEO pay at‑risk, and ongoing use of PSAs indicate shareholder‑friendly practices that underpin compensation credibility across the executive bench .
Sources
- Executive bio/roles/age: DEF 14A 2025 (Executive Officers; age as of 12/31/2024)
- Appointment and compensation terms (salary, AIP/LTI targets; severance letter): 8‑K (03/15/2023)
- Company incentive design and metrics (AIP; RSU/PSA structure; PSA Adjusted EPS and rTSR): DEF 14A 2025
- Ownership, options, and policies (no options outstanding; hedging/pledging; ownership guidelines; clawbacks): DEF 14A 2025
- Company performance context (revenue, NI, EPS; Pay vs Performance TSR table): DEF 14A 2025
- Severance/change‑of‑control program terms: DEF 14A 2025
If you want, I can pull Form 4 insider transactions for Mr. Chadha to quantify any historical selling around vest dates and estimate near‑term sellable supply from unvested RSUs/PSAs (if disclosed).